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Public Interest Program
Forum
Summary
Fair Investor
Access
July 20, 2012
(updated February 26, 2013)
The Shareholder Forum is
conducting this public interest program to establish consensus marketplace
standards for improved investor access to decision-making information. Our
objective is to define issues that both corporate managers and investors
may consider in the development of new practices, applying the marketplace
standards established by the Forum's recent “E-Meetings”
program.[1]
The Forum
program will be conducted with the following publicly open processes for
establishing informed consensus support of key marketplace constituencies:
▪
Review of demonstration projects – reports of plans, tests and
demonstrations of processes for investor access to corporate sources of
decision-making information
▪
Proposals of standards for consideration – preliminary report of
issues to be considered and proposed standards developed by members of the
Program Panel,
invited experts and other interested Forum participants
▪ Open
meeting – publicly open exchange of Forum participant views
concerning proposed standards and issues to be considered
▪
Report of consensus standards – final report of consensus
standards established by Forum participants and a summary of any
significant views not supported by apparent consensus, as approved by the
Program Panel
and with any comments submitted by its individual members
Two demonstration projects are
planned, both addressing increasing academic and marketplace concerns with
the requirements of fully informed investor decisions about proposals for
immediate value realization in the context of long term investment
objectives:
▪ an independent,
peer-reviewed valuation report for the benefit of shareholders
relating to the February 2012 management proposal to take Dell Inc.
private[2]
▪ analysis of an
activist proposal to sell, split or otherwise liquidate corporate assets
as an alternative to long term investment in an enterprise, for a
company to be selected[3]
Complementing this program's
focus on the functional processes of corporate responses to investor
information requirements, The Conference Board has initiated a "Task Force
on Corporate/Investor Engagement" to address the "corporate governance"
principles that concern many Forum participants. Two members of the
Forum's Program Panel are actively involved
in guiding the Task Force, and its plans provide opportunities for public
comment prior to the presentation of policy recommendations in the second
half of 2013.[4]
Participation
in this Forum program is open, free of charge, to all marketplace
decision-makers and the professionals who advise them, according to the
Forum's standard
Conditions of Participation.
Forum
chairman:
Gary Lutin
Lutin &
Company, 575 Madison Avenue, New York, New York 10022
Telephone:
212-605-0335
Email:
gl@shareholderforum.com
Program Panel:
Barbara
Blackford, Senior Advisor to the Governance
Center and Reporter of the Task Force on Corporate/Investor Engagement, The Conference Board
Heather
Brilliant, Vice President,
Global Equity & Credit Research, Morningstar, Inc.; Director and Immediate
Past Chairman, CFA Society of Chicago; Board Member, CFA Institute
*Margaret
M. Foran, Chief Governance Officer, Vice President and Corporate
Secretary, Prudential Financial, Inc.; Director, Occidental Petroleum
Corporation; Member of the Business Council, American Bar Association;
Trustee, SEC Historical Society; Member of Policy Review Board, The
Shareholder Forum; Member of The Conference Board Task Force on
Corporate/Investor Engagement
*James
Kristie, Editor and Associate Publisher, Directors & Boards
Jeffrey D.
Morgan, President and CEO,
National Investor Relations Institute (NIRI); Member of the Individual
Investor Advisory Committee, NYSE
*David A.
Silverman, Managing Director, Blue Harbour Group; Chair, Corporate
Governance Committee of the New York Society of Security Analysts (NYSSA)
*Timothy
Smith, Senior Vice President, Walden Asset Management, Boston Trust &
Investment Management Company; Member of the Sustainability Advisory
Board, Kimberly-Clark; Chair, Public Policy Committee of US SIF (f/k/a
Social Investment Forum)
*Members of
the Forum’s
2010 Program Panel
for Electronic Participation in Shareholder Meetings (“E-Meetings”)
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